Research Service Level Agreement

RESEARCH SERVICE LEVEL AGREEMENT

Parties

Recitals

WHEREAS, Client seeks to retain Provider to perform specified research services and Provider has the capability and expertise to perform such services on the terms set forth herein; and

WHEREAS, the parties desire to set forth performance standards, reporting obligations, remedies for failure to meet agreed service levels, and the commercial terms by which Provider will be compensated;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows effective as of (the "Effective Date").

Scope of Work

Provider shall perform the research services, analyses, deliverables and related activities described below. Provider will perform such services in a professional manner consistent with industry standards and with suitably qualified personnel.

Service Levels and Performance Standards

Provider shall meet the service levels set forth below. Measurement of service levels shall be on an objective basis using Provider's records and deliverables produced during the measurement period.

Reporting: Provider will provide progress reports at intervals of and will deliver the following scheduled deliverables: final report, executive summary, and raw data files as described in the Scope of Work.

Remedies for Failure to Meet Service Levels: If Provider fails to meet the agreed service levels for any measurement period, Client shall be entitled to service credits equal to of the fees attributable to the noncompliant services for that period, subject to Client's written claim submitted within 30 days of the applicable measurement period. Service credits shall be Provider's sole financial obligation for failure to meet service levels, except as set forth in the Limitation of Liability clause.

Payment Terms

Invoicing: Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay invoices within of receipt. Disputed amounts may be withheld only to the extent reasonably and specifically disputed in good faith, and undisputed portions must be paid when due.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services properly performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including research data, methodologies, analyses, business information, and unpublished results. Confidential Information does not include information that is (a) publicly known through no fault of the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed without use of Confidential Information; or (d) required to be disclosed by law, provided the disclosing party is given prompt notice and assistance to seek protective measures.

Obligations: The receiving party shall hold Confidential Information in confidence, restrict disclosure to employees and contractors with a need to know, and not use Confidential Information except to perform its obligations. These obligations shall survive termination for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets.

Intellectual Property and Data Rights

Ownership of Results: Unless otherwise agreed in writing, Client shall own the final research deliverables and results created specifically for Client under this Agreement. Provider retains ownership of its pre-existing tools, methodologies, and background intellectual property. To the extent Provider incorporates pre-existing materials into deliverables, Provider hereby grants Client a perpetual, irrevocable, royalty-free license to use those materials solely as incorporated in the deliverables.

Raw Data: Provider shall deliver raw data generated under this Agreement in the format specified in the Scope of Work. Client's right to use such data shall be subject to confidentiality obligations and any agreed licensing terms.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

Entire Agreement; Amendment

This Agreement (including the Scope of Work and any attachments) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. Any amendment or modification must be in a writing signed by authorized representatives of both parties.

Miscellaneous

Subcontracting: Provider may engage subcontractors to perform portions of the services provided that Provider remains responsible for performance and compliance with the terms of this Agreement. Provider shall require subcontractors to comply with confidentiality obligations no less protective than those set forth herein.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the contact persons specified below.

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